CLUB FINANCIERO GÉNOVA

Statutes

CLUB FINANCIERO GÉNOVA

NAME. DURATION. ADDRESS. AREA. AIM.

NAME. DURATION. ADDRESS. AREA. AIM.

Article 1. Name.‐ “CLUB FINANCIERO GENOVA” is an association which will be governed by the present Statutes, by Organic Law 1/2002 on the Law of Association and other applicable legal provisions.

Article 2. Duration.‐ The Club was founded for an indefinite period of time the 15th of February 1972, starting its activities from the date of the Statute’s approval. 

Article 3. Address.‐ The address of the Club is in Madrid, Calle del Marqués de la Ensenada, nr 14, 14th floor. By agreement of the Board of Directors, the Club may move its address within the same town, and will also be competent to establish delegations in any other part of the national territory.

Article 4. Area.‐ The scope of action of the Club will be mainly the Community of Madrid. Agreements may be made with similar associations and clubs based in other cities around the world.

Article 5. Aims.‐ The aims of the Club are to facilitate and encourage the relationships among its members, in personal, professional, entrepreneurial, cultural and sportive fields, and to be a forum of opinion for its members in the business and professional field.

TYPES OF MEMBERS. ADMISSION AND CEASE. MEMBERS’ RIGHTS AND OBLIGATIONS

TYPES OF MEMBERS. ADMISSION AND CEASE. MEMBERS’ RIGHTS AND OBLIGATIONS

Article 6. Types.‐ Members will be of the following types: Honorary Member, Full Member, as individuals or corporate members, Founding Members and Temporary Members.

Article 7. Honorary Members.- Honorary members are those personalities representing nationally and internationally recognized Institutions or Organizations to whom the Board of Directors grants such status and those persons to whom the Board of Directors grants such status on the basis of relevant merits.

Honorary Members will have the same rights and obligations as the full members, except the right to vote and become part of the government bodies, and shall not be obliged to hold shares in the Mercantile Society “Propietaria Club Financiero Genova”, nor to pay the social quotas.

Article 8. Full Members.- Full Members are:
1. Individuals.‐Individual Members are those natural persons who hold such status on the date of approval of these Statutes.
To become an Individual Member of the Club it will be necessary:
a) Be of legal age
b) Hold four shares of the mercantile society “Propietaria Club Financiero Génova S.A.”
c) Complete a Club membership application, which must be approved, if necessary, by the Board of Directors.
Individual members might be allowed to appoint a beneficiary, whose entry must be approved by the Board of Directors, so that for every four shares there might be one member and one beneficiary.
Individual members and beneficiaries will have to pay the fees set by the Club’s Board of Directors.
2. Corporate.‐Corporate Members are those legal entities that have such status on the date of approval of these Statutes.
To become a Corporate Member of the Club it will be necessary:
a) Hold four shares of the mercantile society “Propietaria Club Financiero Génova S.A.”
b) Complete a Club membership application, which must be approved, if necessary, by the Board of Directors and must be signed by the person legally representing the company, entity, body or institution.. This application will indicate the individual, of legal age, of that company, entity, body or institution with the right to use the services of the Club, detailing the position they hold in it.

Corporate members holding four shares of the commercial “Propietaria Club Financiero Genova S.A.” might appoint one additional beneficiary. Corporate members holding eight shares of the commercial “Propietaria Club Financiero Genova S.A.” might appoint two additional members and up to three additional beneficiaries. Corporate members holding twelve shares of the commercial “Propietaria Club Financiero Genova S.A.” might appoint three additional members and up to five additional beneficiaries. Corporate members holding sixteen shares of the commercial “Propietaria Club Financiero Genova S.A.” might appoint four additional members and up to seven additional beneficiaries.
The Board of Directors must approve the designation of beneficiaries by corporate members.
Every beneficiary will have to pay the fees set by the Club’s Board of Directors. 

Article 9. Founding and Temporary Members:
1. Founding Members are the first five hundred Full Members. Founding Members, apart from the rights they are entitled to as Full Members, they will have the following:
a) Right to present Temporary Members
b) Exemption from the payment of Club entry fees assigned by the Board of Directors for their accompanying guests.
2. Temporary members are the members of Clubs and Associations with which the Club Financiero Génova has established specific agreements determining special conditions.

Article 10. Cease.- The membership will be lost for any of the following reasons:
a) By voluntary resignation, which shall take effect thirty calendar days after the date of receipt of the written communication addressed to the Board of Directors.
b) For failure to pay two ordinary fees within the same year, thirty days after the Board of Directors has requested the payment of these fees.
c) By agreement of the Board of Directors, with the favourable vote of the majority of its members, when the member commits a serious fault, fails to fulfil his social duties, disturbs good administration and government, shows incorrect behaviour or carries out acts that seriously damage the Club.
d) Similarly, the membership shall be lost on the date when the ownership of the number of shares of “Propietaria Club Financiero Genova S.A.”, required to hold membership, is ceased or on the date of receipt of the letter addressed to the Board of Directors by the corporate members notifying the cancellation of the beneficiary or beneficiaries of their shares.

Article 11. Members’ rights.- Every member will have the right to use the Club’s services and facilities, attend every event held there, participate in the government and representing bodies, exercise the right to vote, as well as attend to the General Assembly, according to the Statutes. They will also have the right to be heard prior to the adoption of disciplinary measures against him and to be informed of the outcome of such measures, and the agreement that imposes the sanction, if any, must be justified, as well as to exercise the other rights that the Law and these Statutes grant them. The Club will give every member an identification card, in which Name, Surname and registration number will be stated. Members might be accompanied by guests, according to the rules set by the Board of Directors to this effect. Beneficiaries will have all the rights that this Article establishes for members, except from the right to vote and to stand as a candidate. 

Article 12. Member’s obligations.- Being a member has the following obligations:
a) To comply with the provisions of these Statutes, as well as the agreements of the General Assembly and the Board of Directors.
b) To pay in advance the ordinary fee set by the Board of Directors, and any other extraordinary fee that may be agreed upon, all of this with effect from the date on which they hold the shares of the Mercantile Company “Propietaria Club Financiero Genova S.A.” required to obtain a membership.
c) To abide by and comply with the agreements validly adopted by the governing and administrative bodies of the Club and to act in the Club in accordance with the rules and forms established, as well as keep the principles of coexistence and good habits that correspond.

Article 13. Associates – Associates are those individuals who, at the proposal of the Board of Directors, hold such status, for a maximum period of one year, in view of personal services rendered to the Club. These Associates are not obliged to hold shares in the Mercantile Society ”Propietaria Club Financiero Genova S.A.”, nor pay the social quotas, and cannot exercise the right to vote or participate in the governing and administrative bodies of the Club.

ENTITY’S BODIES

ENTITY’S BODIES

Article 14. Entity’s Bodies The management and governance of the Club is the responsibility of the General Assembly and the Board of Directors.

GENERAL ASSEMBLIES

GENERAL ASSEMBLIES

Article 15. General Assemblies.– The Members’ General Assembly, duly convened and constituted, is the supreme body of the Club and its decisions shall bind all members, even those who are dissident or absent, without prejudice to any right of objection they may have.

Article 16. Types of General Assemblies.- General Assemblies might be Regular and Extraordinary.
The Regular General Assembly will necessarily be held once a year, before June 30th.
The Extraordinary General Assembly shall meet when agreed by the Board of Directors or when requested in writing by one-tenth of the total number of members in good standing, stating in the request the matters to be discussed at the Assembly.

Article 17. Call.- Regular and Extraordinary General Assemblies must be convened fifteen days in advance by the Board of Directors, by means of a letter sent to the address of the numbered members or by e-mail to their e-mail address. The call must express all the issues that have to be discussed.

In the event that one tenth of the total number of members who are up to date with their fees request the Board of Directors to call an Extraordinary General Assembly, the Board shall call such an Assembly within thirty days from the date on which the request, duly signed, was received by the Secretary’s office of the Club.

Article 18. Assembly’s Setting-up.- Regular and Extraordinary General Assembly shall be validly constituted at the first call when one third of the full members are present or represented. In the second call it will be validly constituted whatever the number of members present or represented in it.

Article 19. Attendance and right to vote.‐ The right of attendance and right of vote at the General Assemblies is exclusive for the Full Members, either Individuals or Corporate, who are up-to-date with payments.
Full members might delegate and grant representation to another member, provided that this person is a full member as well, and is granted in writing and specifically for each meeting.
Each Full Member is entitled to one vote.

Article 20. Constitution of the Board of Directors.‐ The President of the Board, or in his absence the Vice-presidents in their order, and in their absence the person appointed by the Assembly for this purpose, shall preside the General Assemblies.
The General Secretary of the Board of Directors shall act as Secretary of the Assembly and, in the absence thereof, the Secretary appointed by the Assembly itself.
Before entering the Agenda, the list of attendees shall be drawn up, expressing the representative nature of each one and the total number of members present or
represented who attend.

Article 21. Minutes.‐ The deliberations and agreements of the General Assemblies will be recorded in minutes drawn up in the corresponding book, signed by the President and the General Secretary.

Article 22. Competence.‐ It is competence of the Regular General Assembly:
a) The approval, if applicable, of the Board of Directors’ management, of the Annual Report and Accounts of the previous financial year, and the budgets for the following financial year.

b) The appointment of auditors, when deemed appropriate.
c) The appointment and renewal of the Board of Directors. 

It will be competence of the Extraordinary General Assembly:
a) The adoption of agreements on statutory modifications and dissolution of the Club.
b) To deliberate on and resolve any other matters which appear in the meeting’s call and which do not fall within the exclusive competence of the Regular General Assembly.

Article 23. Adoption of agreements.‐ The agreements will be adopted by a simple majority of votes of Full Members present or represented. However, in order to agree on the modification of the Statutes, or the arrangement or sale of assets, the vote of an absolute majority of the shareholders present or represented will be required. In order to adopt the agreement to dissolve the Club, the reinforced quorum referred to in article 41 of these Statutes shall be required.

BOARD OF DIRECTORS

BOARD OF DIRECTORS

Article 24. Board of Directors.‐The Board of Directors is the body in charge of enforcing the agreements adopted at the General Assembly, having the power to adopt as many others as necessary and which are not expressly reserved to this supreme body.

Article 25. Composition.– The Board of Directors will be composed of a President, a maximum of five Vice-Presidents, the General Secretary, the Treasurer and from two to twenty-five Chairpersons. In order to be a member of the Board of Directors, it will be required to be a full member, in their individual or corporate classes, and their appointment will be made in the Regular General Assembly. The Board of Directors may fill the vacancies that occur in the body, an agreement that must be ratified at the next General Assembly to be held.

Article 26. Duration.‐ The duration of the position as a member of the Board of Directors will be four years. The members of the Board of Directors with the expired position shall remain in office until the next General Assembly.

Article 27. Cease.‐ The members of the Board of Directors will leave their positions:

a) Due to the loss of the status of full member.
b) Due to voluntary resignation.
c) Due to death, illness or any other cause that prevents them from carrying out their duties.
d) Due to separation agreed by the General Assembly.
e) Due to failure to attend the meetings of the Board of Directors, under the terms and conditions determined by the body.

Article 28. Call Quorum. Adoption of agreements.- The Board of Directors will meet when required in the interests of the Club and at least once within each calendar quarter, or when requested by the half or more of the members.
It shall be convened by the President or by the General Secretary by means of a letter seven days before the proposed date of the meeting.
The Board of Directors shall be validly constituted when half plus one of the current members are present or represented at the meeting. Representation may only be granted to another of the members of the Board of Directors, on a special basis for each meeting and by means of a letter addressed to the Presidency.
Resolutions shall be adopted by a majority vote of the members present or represented, and in the event of a tie, the President shall have the casting vote, or in his absence, the Vice-president to preside over the meeting and in the absence of these, the person appointed by the Board itself to preside over the meeting.

Article 29. Rewards.- All positions within the Board of Directors will be honorary and not rewarded.

Article 30. The President.‐ The President will have the following Powers:
a) To chair the meetings of the Board of Directors and the General Assembly of the Club.
b) To represent the Club and execute the agreements adopted by the General Assembly or by the Board of Directors.
c) To resolve, for reasons of urgency, all issues that concern the Board of Directors, to which it must report on what has been resolved.
d) Subscribe, together with the General Secretary, all kinds of certifications that must be issued by the Club.

Article 31. The Vice-Presidents.‐ The Vice-Presidents, in their order, will have the same powers as the President, when they replace him due to illness, absence or vacancy.

Article 32. The General Secretary.- The General Secretary will have the following powers:
a) To keep or make somebody keep and guard the minutes book, the members’ register book and the files of members.
b) To take the minutes of the sessions held by the General Assembly and the Board of Directors, authorising the certifications of the same with his signature.
c) To carry or make somebody carry all the correspondence of the Club.
d) To propose to the Board of Directors the appointment of the administrative and auxiliary personnel necessary for the good internal regime of the Club.
e) To promote the inscription, in the relevant register, of those agreements that according to the legislation in force must be registered, and to notify the competent authorities, with sufficient notice, of the date and time of the General
Assemblies, the composition of the governing bodies of the Club, as well as to present the statements of income and expenditure and budgets in accordance with the rules in force.

Article 33. The Treasurer.‐ The Treasurer will have the following powers:
a) Keep or make somebody keep and guard the necessary accounting books.
b) Receive and keep the social funds, order the collection of the fees and the necessary payments.
c) To draw up and submit to the Regular General Assembly, on an annual basis, the balance sheet for the financial year and to prepare the budget for income and expenditure.

Article 34. The Executive Committee.‐ 1. The Executive Committee of the Club, to which all the powers of the Board of Directors may be delegated, except those that cannot be delegated by Law, is made up of the President, the Vice-President(s), the General Secretary, the Treasurer and the Chairpersons, with a maximum of two, appointed by the Board of Directors on the proposal of the President.
2. The Executive Committee, which will meet as often as necessary and at least once a month, shall be convened by the President or the General Secretary by e-mail and at least two days in advance. In urgent cases it may be convened on the day of the meeting.

Article 35. Powers of the Board of Directors.‐ The Board of Directors will represent the Club and will be vested with the broadest powers to carry out all kinds of acts or operations on its behalf, with no other limitations than those expressly established by law or in these Statutes. The powers of the Board of Directors are without prejudice to the powers of the General Assembly.
By way of example only, these are powers of the Board of Directors:
a) To agree on the admission and separation of members.
b) To establish the internal regulations it considers convenient for the good functioning of the Club.
c) To approve the regulations for the development of the present Statutes.
d) To enforce the Statutes and Regulations, the agreements of the General Assembly and the rules and regulations in force.
e) To appoint the Committees and their members for the best performance of the Club’s activities.
f) To set the amount of the regular membership fees.
g) To interpret, in case of doubt, these Statutes and the internal regulations.
h) To appoint the person who should act as Managing Director of the Club, inspecting its management and removing him from his post when he considers it appropriate, revoking the powers he has conferred upon him.
i) To agree, in general, as many measures as he deems convenient for the better administration of the Club and for the use and enjoyment of the facilities.
j) To carry out each and every one of the necessary or convenient steps for the best fulfilment of the social purposes.

Article 36. The Managing Director. The Board of Directors might appoint a Managing Director, entrusting him the authority they deem appropriate, by granting the corresponding powers.

FOUNDING ASSETS. EXPECTED FINANCIAL RESOURCES. LIMITS TO THE ANNUAL BUDGET. FINANCIAL YEAR.

FOUNDING ASSETS. EXPECTED FINANCIAL RESOURCES. LIMITS TO THE ANNUAL BUDGET. FINANCIAL YEAR.

Article 37. Founding Assets.– The Club was founded with founding assets of 300.000 pesetas (today 1.803,04 Euro). 

Article 38. Economic Resources.‐ The Club’s economic resources are the following:
a) Regular and Extraordinary fees
b) Donations, grants, inheritances and legacies received
c) The income that the goods may produce.  

Article 39. Limit to the annual budget.‐ The minimum limit to the annual budget is six hundred and two Euro. 

Article 40. Financial Year.‐ The Club’s financial year starts on January 1st and ends on December 31st of each natural year. By way of exception, the first financial year shall commence on the date on which the Statute is approved by the competent authority.

DISSOLUTION AND APPLICATION OF THE SOCIAL HERITAGE.

DISSOLUTION AND APPLICATION OF THE SOCIAL HERITAGE.

Article 41. Dissolution.‐ The Club will be dissolved by agreement of the Extraordinary General Assembly, expressly convened for this purpose. Four-fifths of the total number of members present or represented must vote in favour. It shall also be dissolved for the reasons set out in Article 39 of the Spanish Civil Code and by court ruling.

Article 42. Form and rules of liquidation‐ In the event of dissolution, the Board of Directors will automatically become the Liquidation Committee, unless the Assembly itself agrees to other appointments. The Commission will proceed with the realisation of the goods and social rights and, once the outstanding obligations have been met, will hand over the remainder to the Community of Madrid, to be used for charitable purposes.

DEROGATIVE PROVISION

The previous Statutes of the Club and the rules of the Internal Regulations that oppose to what is regulated in these Statutes are repealed.

FINAL DISPOSITION

These Statutes will come into force on the day following their approval by the Club’s General Assembly of Members, held on 24 June 2009.

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